Empery Digital (EMPD) Proxy Filing summary

Executive summary

• The annual meeting will be held virtually on May 30, 2025, with all formal business conducted online, including voting and Q&A with management and directors.

• The Board unanimously recommends voting in favor of all director nominees and each proposal presented at the meeting.

• A quorum requires one-third of outstanding common stock to be represented, either in person or by proxy.

Voting matters and shareholder proposals

• Shareholders will vote on electing five directors for a one-year term, a reverse stock split, amending the 2021 Stock Plan, option grants outside the plan, issuance of shares/warrants to Super Sonic, auditor ratification, and potential adjournment.

• The reverse split proposal authorizes a split ratio between 1-for-2 and 1-for-25, at the Board's discretion, to help maintain Nasdaq listing.

• The 2021 Stock Plan amendment increases authorized shares for equity awards by 2,100,000.

• Option grants to the CEO and CFO outside the 2021 Stock Plan require shareholder approval.

• Approval is sought for issuing shares and warrants to Super Sonic if order thresholds are met under a new distribution agreement.

• MaloneBailey, LLP is proposed for ratification as independent auditor for 2025.

• Adjournment may be approved if more time is needed to solicit votes for key proposals.

Board of directors and corporate governance

• The Board consists of five members, with four deemed independent under Nasdaq rules.

• The roles of Chairman and CEO are separated; Ms. Tjon is Chairman, Mr. Kim is CEO.

• Three standing committees (Audit, Compensation, Nominating and Governance) are composed solely of independent directors.

• The Board emphasizes director qualifications, independence, and diversity of experience.

• Insider trading, hedging, and pledging policies are in place to align interests with shareholders.